CHARTER
OF THE NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE OF THE BOARD OF DIRECTORSOFHASBRO, INC.

Purpose

The primary purpose of the Nominating,
Governance and Social Responsibility Committee (the "Committee") of Hasbro,
Inc. (the "Company") is to: (a) identify individuals qualified to
become Board members, and recommend such individuals to the full Board for
selection, and ultimately for election at a subsequent annual meeting of
shareholders; (b) develop, recommend to the Board and oversee corporate
governance principles and codes of business conduct and ethics applicable to
the Company, recommend appropriate changes to such principles and codes to the
Board and make recommendations to the Board regarding the governance of the
Board and its committees; (c) oversee the evaluation of the Board and, in
conjunction with the Company's Compensation and Stock Option Committee, oversee
the evaluation of the Company's Chief Executive Officer; and (d) analyze issues
of social responsibility and related corporate conduct which are relevant to
the Company's business and make recommendations to the full Board regarding
such matters.

The Committee shall review and reassess the
adequacy of this Charter on an annual basis.

Structure, Processes and Membership

The Committee shall be comprised of not less
than three members of the Board, and the Committee's composition will meet the
requirements of the Sarbanes-Oxley Act of 2002 (the "Act"), the New
York Stock Exchange (the "NYSE") and other applicable requirements.

Accordingly, in addition to any other
applicable requirements, all of the members of the Committee will be directors:

1.Who have no material relationship
to the Company that may interfere with the exercise of their independence from
management and the Company; and

2.Who do not receive any
consulting or other fees from the Company other than board fees and fees
related to service on the Committee or on other committees of the Board.

Committee
members shall be appointed and removed by the Board, which shall designate the
Committee Chair, who shall preside over meetings of the Committee. A majority
of the members of the Committee shall constitute a quorum for doing business.
All actions of the Committee shall be taken by a majority vote of the members
of the Committee present at the meeting, provided a quorum is present.

The
Committee shall hold regularly scheduled meetings and such special meetings as
circumstances dictate. To the extent the Committee believes it to be
appropriate or advisable, it shall meet in executive session, without
management present. Action may be taken by the Committee without a meeting if
all of the members of the Committee indicate their approval thereof in writing.
The Committee shall report regularly to the full Board.

Key
Responsibilities

In
order to fulfill its role, the Committee shall have the sole authority to
retain and terminate search firms to assist in the identification of director
candidates, and shall have the sole authority to approve such search firms'
fees and other retention terms. Each member of the Committee shall be entitled
to rely on (i) the integrity of those persons and organizations within and
outside the Company that it receives information from, and (ii) the accuracy of
the information provided to the Committee by such persons or organizations
absent actual knowledge to the contrary (which shall be promptly reported to
the Board). The Committee has the authority to retain legal or other experts
that it determines to be necessary to carry out its duties. It also has
authority to determine compensation for such advisors.

The
following functions shall be the common recurring activities of the Committee
in carrying out its oversight function. These functions are set forth as a
guide with the understanding that the Committee may diverge from this guide as
appropriate, and as allowed by applicable legal and stock exchange
requirements, given the circumstances.

Identification
and Nomination of Board Candidates

·The Committee shall
identify individuals qualified to become board members, receive and evaluate
nominations for such qualified individuals, recommend to the Board qualified
candidates for appointment or election as directors of the Company, and
nominate to the Board qualified individuals to serve as members of the various
Board committees;

·In considering potential
candidates, the Committee shall consider a number of factors, including,
without limitation, all requirements of the Act, the NYSE and other legal or
regulatory requirements, as well as candidates' employment and other
professional experience, past expertise and involvement in areas which are of
relevance to the Company's business, business ethics and professional
reputation, other Board experience, independence, and the Company's desire to
have a Board which represents a diverse mix of backgrounds, perspectives and
expertise;

·The criteria for
assessing potential Board candidates shall be reassessed periodically in light
of the composition of the Board and the needs and strategic direction of the
Company; and

·The Committee shall also
make recommendations to the Board with respect to (i) Directors interested in
standing for re-election; (ii) removal of any existing Director where necessary
or appropriate; and (iii) acceptance or rejection of any resignation submitted
by an existing Director.

Board
and Committee Effectiveness and Policies

·The Committee shall
oversee procedures for new director orientation and continuing education for
existing Directors on a periodic basis;

·The Committee shall
articulate to each Director what is expected of that Director, including
reference to the Company's corporate governance principles and a Director's
basic duties and responsibilities with respect to attendance at board meetings
and advance review of meeting materials;

·The Committee shall
review the Company's practices and policies with respect to Directors,
including retirement policies and compensation for non-employee Directors, the
size of the Board, the ratio of employee Directors to non-employee Directors,
the meeting frequency of the Board and its committees and the structure of
Board and committee meetings, and the meeting frequency and conduct of
executive sessions of the Board, and make recommendations to the Board with respect
thereto;

·The Committee shall
review the functions, duties and composition of the committees of the Board and
make recommendations to the Board with respect thereto;

·The Committee shall
consider and report to the Board on any questions of possible conflicts of
interest of Board members; and

·The Committee shall
annually perform an evaluation of the performance of the Committee and report
to the Board on the results of such evaluations.

Oversight of Corporate Governance and Social Responsibility Matters

·The Committee shall
develop and oversee corporate governance principles and guidelines applicable
to the Company. Such principles shall address the following subjects: (i)
Director qualification and independence standards, including the criteria used
for evaluating and selecting potential Director candidates; (ii) Director
responsibilities; (iii) Director access to management and, as necessary and
appropriate, independent advisors; (iv) Director stock ownership; (v) Director
orientation and continuing education; (vi) management succession; (vii) annual
performance evaluations of the Board; (viii) committee member qualifications;
(ix) committee member appointment and removal;
(x) committee structure, responsibilities, and operations (including authority
to delegate to subcommittees); and (xi) committee reporting to the Board. These
principles shall be reviewed annually, with recommendations made to the Board
with respect to any needed changes;

·The Committee shall
review and assess the adequacy and appropriateness of Director compensation and
make recommendations to the Board regarding compensation of the Company's
non-employee Directors;

·The Committee shall
oversee and make recommendations to the Board concerning the Company's code of
business conduct and ethics as applicable to Directors. The Committee shall
also oversee the investigation of any potential conflict of interest by a
Director, as assigned to it by the Board;

·In concert with the
Board, the Committee shall review and assess Company policies and practices
with respect to significant issues of corporate social responsibility,
including, without limitation, compliance with the Company's Far East Code of
Conduct, product safety, environmental compliance, transparency and charitable
contributions;

·The Committee shall
periodically review and assess the Company's communication to shareholders and
the general public with respect to its policies and practices in the areas of
corporate governance and corporate social responsibility, including the
communication contained on the Company's website;

·The Committee shall
recommend to the Board, or to the appropriate committee thereof, processes for
annual evaluations of the performance of the Board, the Chairman of the Board,
and the Chief Executive Officer, and oversee the conduct of such evaluations,
either alone or in conjunction with the Company's Compensation and Stock Option
Committee; and

·The Committee shall
oversee the maintenance and presentation to the Board of plans with respect to
management development and succession.

The
Committee shall also perform any other activities consistent with the Articles
of Incorporation and By-laws of the Company, and other governing laws, as the
Board or the Committee shall deem appropriate.